Contract

by Shared Tech Fairchild Inc
March 28th, 1996

                                                                   EXHIBIT 10.10

================================================================================
                             SHAREHOLDERS' AGREEMENT


                                      among


                            SHARED TECHNOLOGIES INC.


                               RHI HOLDINGS, INC.


                                       and


                               ANTHONY D. AUTORINO


================================================================================








                             SHAREHOLDERS' AGREEMENT


                  This SHAREHOLDERS' AGREEMENT (this "Agreement") is executed on
March 13, 1996, by and among Shared  Technologies  Inc., a Delaware  corporation
(the "Company"), RHI Holdings Inc. ("RHI") and Anthony D. Autorino, shareholders
of Shared  Technologies  Inc. (RHI and Anthony D. Autorino and their  respective
legal   representatives,   successors   and  assigns  are   referred  to  herein
individually as a "Shareholder" and collectively as the "Shareholders").

                  WHEREAS,  pursuant  to the terms of an  Agreement  and Plan of
Merger dated as of November 9, 1995, as amended (the "Merger  Agreement")  among
the Company,  The Fairchild  Corporation,  RHI and RHI's  subsidiary,  Fairchild
Industries,  Inc.  ("FII"),  FII is  merging  with  and into  the  Company  (the
"Merger");

                  WHEREAS,  each  Shareholder  owns as of the date hereof (after
giving  effect to the  Merger) the number of shares of common  stock,  $.004 par
value per share  ("Common  Stock"),  of the  Company  set  forth  opposite  such
Shareholder's name on Schedule I;

                  WHEREAS,  the shares of Common Stock owned by the Shareholders
represent  approximately  47% of the issued and outstanding  Common Stock of the
Company;

                  WHEREAS,  the  Shareholders  and the Company  deem it to be in
their  respective  best  interests  to impose  certain  restrictions  on, and to
provide for certain  rights and  obligations in respect of, the shares of Common
Stock  owned  by them or any  interest  therein,  now or  hereafter  held by the
Shareholders or the Company;

                  NOW,  THEREFORE,  in  consideration  of the  mutual  promises,
covenants,  agreements and conditions  made herein,  and other good and valuable
consideration,  the receipt and sufficiency of which are hereby acknowledged and
accepted, the parties hereto hereby agree as follows:

                    ARTICLE I. RESTRICTIONS ON TRANSFERS AND
                          PURCHASES BY THE SHAREHOLDERS

                  1.1.  General Restrictions.

                  (a) No share of Common Stock, Convertible Preferred Stock, any
other capital stock or equity security  (excluding the Special  Preferred Stock)
of the  Company or any  interest in any of the  foregoing,  owned as of the date
hereof  (beneficially  or otherwise) by any Shareholder  (the "Shares") shall be
sold,





                                       -2-


assigned,  donated or  transferred in any manner  (collectively,  a "Transfer"),
except in accordance with this Agreement;  provided, that the pledge or grant of
a security interest in Shares, and any subsequent  foreclosure  thereof and sale
or transfer  resulting from such  foreclosure,  effected in good faith in a bona
fide transaction  with andddddds  institutional  lender,  shall not constitute a
Transfer and shall not be prevented by the terms of this Agreement.

                  (b) Except for (i) Common Stock  issuable  upon  conversion of
Convertible Preferred Stock, or exercise of stock options, (ii) shares of Common
Stock issued by the Company to RHI to satisfy indemnification obligations of the
Company under the Merger  Agreement and (iii) shares of Common Stock issued as a
dividend or distribution to  shareholders of the Company,  no Shareholder  shall
purchase or acquire,  directly or indirectly,  any  additional  shares of Common
Stock during the two-year  period  following the date of this Agreement  without
the prior approval of not less than 80% of the members of the Board of Directors
of the Company.

                  (c)  Except  for  Transfers   permitted  by  Section  1.2,  no
Shareholder  shall Transfer any Shares during the two-year period  following the
date of this  Agreement  without the prior  approval of not less than 80% of the
members of the Board of Directors and full compliance with the Securities Act of
1933, as amended (the "Act"),  and any applicable  state securities laws. If the
Board of Directors  approves a Transfer  within such  two-year  period after the
date of this  Agreement,  the conditions of this Agreement,  including,  but not
limited  to  this  Article  I,  must be  met.  Every  Transfer  of  Shares  by a
Shareholder  pursuant to this  paragraph  shall be subject to the condition that
the proposed  transferee,  if not already bound by this  Agreement,  shall first
agree in writing,  in form satisfactory to the Company, to be bound by the terms
hereof.

                  1.2.  Certain Permitted Transfers.

                  (a)  Notwithstanding  any other  provision of this  Agreement,
either  Shareholder may, at any time following notice to the other  Shareholder,
Transfer any of his or her Shares or any interest  therein to (i) an entity that
is directly or indirectly controlled by such Shareholder or an affiliate of such
Shareholder,  (ii) his or her spouse,  children,  grandchildren  or parents or a
trust solely for the benefit of any such person or persons or (iii) to any other
person not  mentioned in clauses (i) and (ii) of this Section  1.2(a) as long as
the aggregate of all such Transfers made by either Shareholder  pursuant to this
clause  (iii) does not exceed 10% of the number of shares of Common  Stock owned
by such Shareholder as of the date of this Agreement, in each case without





                                       -3-


the consent of any other party hereto and without first  offering such Shares to
any  other  party;  provided,  however,  that  such  Transfer  must  be in  full
compliance with the Act, all applicable state securities laws. Every Transfer of
Shares by a Shareholder pursuant to clauses (i) and (ii) of this paragraph shall
be subject to the condition that the proposed  transferee,  if not already bound
by this  Agreement,  shall first agree in writing,  in form  satisfactory to the
Company, to be bound by the terms hereof.

                  In  addition,  notwithstanding  any  other  provision  of this
Agreement,  shares of Common Stock, Convertible Preferred Stock or other capital
stock or equity  securities of the Company acquired by either  Shareholder after
the date of this  Agreement  (other  than  through  the  exercise  of options or
warrants or through the conversion of convertible  securities  outstanding as of
the date  hereof and other than shares  received as a result of stock  splits or
stock  dividends)  shall not be subject to any of the provisions of Article I of
this Agreement.

                  1.3.  First Negotiation Rights.

                  Subject to Sections 1.4 and 1.5,  following the  expiration of
the two-year period after the date of this Agreement, a Shareholder may Transfer
any or all Shares (or any  interest  therein)  owned by it free and clear of all
restrictions  and other  obligations  imposed by this  Agreement  provided  such
Shareholder first complies with Section 1.3. If any Shareholder (for purposes of
this Section 1.3, the "Offering  Party")  desires to Transfer all or any portion
of the  Shares  (or any  interest  therein)  held by such  Offering  Party,  the
Offering  Party shall deliver  written  notice to the other parties  hereto (the
"Notice"),  which Notice shall state the number of Shares (or interest  therein)
which the  Offering  Party owns and wishes to sell (the  "Offered  Shares").  By
giving the Notice,  the  Offering  Party shall be deemed to have  granted to the
other parties  hereto an option to negotiate for the purchase of all of (but not
less than all of) such  shares at a price to be  negotiated  and  agreed to (the
"Negotiated  Price")  by the  Offering  Party and such other  Shareholder  for a
30-day period following the date of the Notice.

                  1.4.  Take-Along Rights.

                  (a)  Notwithstanding  Section 1.3 of this  Agreement,  neither
Shareholder  may effect a Transfer (or a series of related  Transfers) of Shares
(except for Transfers  permitted by Section 1.2)  constituting  more than 50% of
the Shares then owned by such  Shareholder  to one person or a related  group of
persons (other than Transfers  effected by sales of Shares through  underwriters
in a





                                       -4-


public  offering or in the  securities  markets  generally)  (the  "Section  1.4
Shares")  without first  complying with this Section 1.4. If either  Shareholder
(for purposes of this Section 1.4, the "Section 1.4 Offering  Party") desires to
Transfer the Section 1.4 Shares, such shareholder shall give written notice (the
"Take-Along  Notice") to the other Shareholder (the  "Non-Selling  Shareholder")
stating  (i) the  name  and  address  of the  transferee  (the  "Non-  Qualified
Transferee"),  and (ii)  the  price  and  terms  upon  which  the  Non-Qualified
Transferee  proposes  to  purchase  the  Section  1.4  Shares.  The  Non-Selling
Shareholder  shall  have  the  irrevocable  and  exclusive  option,  but not the
obligation (the "Take-Along Option"),  to sell to the Non-Qualified  Transferee,
up to such number of Shares  proposed  to be sold by the  Section  1.4  Offering
Party (the "Included  Shares")  determined in accordance with Section 1.4(b), at
the price and on the terms set forth in the  Take-Along  Notice.  The Take-Along
Option shall be  exercised  by the  Non-Selling  Shareholder  by giving  written
notice to the Section 1.4 Offering Party, within ten business days of receipt of
the Take-Along Notice, indicating its election to exercise the Take-Along Option
(the "Participating  Shareholder").  Failure by such Non-Selling  Shareholder to
give such notice  within the ten business day period shall be deemed an election
by  such  Non-Selling  Shareholder  not to  sell  its  Shares  pursuant  to that
Take-Along  Notice.  The  closing  with  respect to any sale to a  Non-Qualified
Transferee  pursuant  to  this  Section  shall  be held at the  time  and  place
specified in the  Take-Along  Notice but in any event within 30 days of the date
the  Take-Along  Notice is given;  provided,  that if through  the  exercise  of
reasonable  efforts  the  Section  1.4  Offering  Party is unable to cause  such
transaction  to close  within 30 days,  such  period  may be  extended  for such
reasonable  period  of time  as may be  necessary  to  close  such  transaction.
Consummation  of the sale of  Shares  by the  Section  1.4  Offering  Party to a
Non-Qualified  Transferee shall be conditioned upon  consummation of the sale by
the Participating  Shareholder to such Non-Qualified  Transferee of the Included
Shares, if any.

                  (b) The  number of  Shares  purchased  from the  Participating
Shareholder  shall be determined by multiplying the number of Shares proposed to
be purchased from the Section 1.4 Offering Party by a  Non-Qualified  Transferee
by a fraction, the numerator of which is the total number of Shares owned by the
Participating  Shareholder  and the denominator of which is the sum of the total
number of Shares owned by the Section 1.4 Offering  Party and the  Participating
Shareholder.

                  (c) The Section 1.4 Offering  Party shall  arrange for payment
directly by the Non-Qualified Transferee to the Participating Shareholder,  upon
delivery of the certificate or





                                       -5-


certificates  representing the Shares duly endorsed for transfer,  together with
such other documents as the Non-Qualified Transferee may reasonably request. The
reasonable costs and expenses incurred by the Section 1.4 Offering Party and the
Participating  Shareholder  in connection  with a sale of Shares subject to this
Section 1.4 shall be allocated  pro rata based upon the number of Shares sold by
each Shareholder to a Non-Qualified Transferee.

                  (d) If at  end of 30  days  following  the  date  on  which  a
Take-Along  Notice was given,  the sale of Shares by the  Section  1.4  Offering
Party and the sale of the Included  Shares have not been completed in accordance
with  the  terms  of the  Non-Qualified  Transferee's  offer,  all  certificates
representing   the  Included   Shares  shall  be  returned  to  the  Non-Selling
Shareholder,  and all the  restrictions on transfer  contained in this Agreement
with respect to Shares owned by the Section 1.4 Offering Party shall again be in
effect.

                  1.5.  Right of First Refusal.

                  (a) Notwithstanding  Section 1.3 of this Agreement,  if at any
time  following  the  expiration  of the two-year  period after the date of this
Agreement,  either  Shareholder  receives an offer (or related series of offers)
(an "Offer") from any person or related group of persons to purchase a number of
Shares  equal  to 10% or more of the  outstanding  Shares  of the  Company  (the
"Section  1.5 Shares") and such  Shareholder  desires to accept the Offer,  (the
"Selling  Shareholder")  shall give  written  notice of its intent to accept the
Offer  (a  "Transfer  Notice")  to  the  other  Shareholder  (the  "Section  1.5
Non-Selling  Shareholder").  Such  notice  shall  contain  a true  and  complete
description  of the Offer  (including a copy thereof)  containing (i) the Shares
subject to such Offer, (ii) the proposed  purchase price,  (iii) the identity of
the person or group  making the Offer and, if known by the Selling  Shareholder,
whether they are an agent for another  party and (iv) all other  material  terms
and conditions of the Offer.

                  The Section 1.5 Non-Selling  Shareholder shall have the right,
but not the obligation,  to purchase the Shares subject to the Offer (the "First
Option") on the same terms and  conditions  as set forth in such  notice,  which
option shall be  exercised  by  delivering  to the Selling  Shareholder  written
notice of its commitment to purchase the Shares subject to the Offer within five
business  days after  receipt of the  Transfer  Notice  (the  "Option  Period").
Failure by the Section 1.5  Non-Selling  Shareholder  to give such notice within
such  five-business-day  period  shall be deemed an election by such Section 1.5
Non-Selling Shareholder not to purchase the Section 1.5 Shares.





                                       -6-



                  (b) The purchase of any Shares pursuant to the exercise of the
First Option shall be completed not later than 45 days following delivery of the
Transfer Notice with respect to such Shares.  In the event that the First Option
is not exercised,  the Selling  Shareholder shall have the right for a period of
45 days  after the  termination  of the  Option  Period to  transfer  the Shares
subject to such Offer to the person  named in the  Transfer  Notice and on terms
and conditions no less favorable to the Selling Shareholder than those set forth
in the Transfer Notice.

                  (c) This Section 1.5 shall not be  applicable  with respect to
Transfers of Shares effected through underwriters in a public offering or in the
securities markets generally or Transfers permitted under Section 1.2.

                               ARTICLE II. LEGEND

                  In addition to any other legend  required by  applicable  law,
all certificates representing Shares owned by any Shareholder (other than Shares
subject to Section  1.2(a)(iii)),  or their  permitted  transferees,  shall bear
legend number (1) to assure the enforceability of this Agreement until such time
as such shares are sold to a non-Shareholder after the two-year period following
the date of this Agreement in accordance with the terms hereof. All certificates
representing  shares  not  registered  under the Act shall bear in  addition  to
legend (1), legend (2):

         (1) "THE TRANSFER OF THE SECURITIES  REPRESENTED BY THIS CERTIFICATE IS
         RESTRICTED  BY AN AGREEMENT ON FILE AT THE OFFICES OF THE  CORPORATION.
         THE  CORPORATION  WILL  FURNISH A COPY OF SUCH  AGREEMENT TO THE RECORD
         HOLDER OF THIS INSTRUMENT  WITHOUT CHARGE ON REQUEST TO THE CORPORATION
         AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE."

         (2)  "THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
         REGISTERED  UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES  LAWS OF
         ANY STATE AND MAY NOT BE SOLD OR OTHERWISE  DISPOSED OF EXCEPT PURSUANT
         TO AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER SUCH ACT AND APPLICABLE
         STATE  SECURITIES LAWS OR AN APPLICABLE  EXEMPTION TO THE  REGISTRATION
         REQUIREMENTS  OF SUCH ACT OR SUCH LAWS AND THE  COMPANY  MAY REQUIRE AN
         OPINION OF COUNSEL WITH RESPECT TO SUCH EXEMPTION."

                          ARTICLE III. VOTING COVENANTS

                  (a)      The Company and the Shareholders agree to take all
actions necessary to cause the Board of Directors of the Company to





                                       -7-


consist at all times of eleven  directors  (subject to the rights of any holders
of Preferred  Stock of the Company to elect directors in the event of a dividend
arrearage).  The nominees to the Board of Directors  shall be  determined in the
following  manner:  the  Shareholders  (other than RHI) shall nominate seven (7)
members and RHI shall nominate four (4) members;  provided,  that so long as Mel
D. Borer shall be the President of the Company, the Shareholders and the Company
will take all actions  necessary  to elect Mr. Borer as a member of the Board of
Directors  and during such time as Mr. Borer is the President and a Director RHI
shall only be  entitled  to nominate  three (3)  members.  In the event that any
Shareholder  reasonably  objects to the nomination of any  particular  person or
persons as a director,  the  Shareholder  who  nominated  such person or persons
shall  withdraw  such  nomination  and  nominate  another  person or  persons in
replacement thereof.

                  (b) Each Shareholder  shall, in any election for the Company's
Board of  Directors,  vote to cause the nominee or nominees of each party listed
in this section to be elected to the Board of  Directors  of the  Company.  Each
Shareholder  shall  cause the holder of any proxy given by such  Shareholder  to
comply with this Article III.

                  (c)  Should  any  director  elected  to the Board be  removed,
become incapacitated,  or die (the "Affected Director") the shareholder or party
which  nominated  the  Affected  Director  shall have the right to  designate  a
replacement  director to complete the term of the Affected Director on the Board
of Directors of the Company.

                  (d) The Company and the Shareholders agree to take all actions
necessary to cause the Executive  Committee of the Board of Directors to consist
of Anthony D. Autorino, who shall be Chairman and Chief Executive Officer of the
Company, the President and Chief Operating Officer of the Company (who initially
shall be Mel D. Borer) and Jeffrey J. Steiner (or another  person  designated by
RHI), who shall be Vice-Chairman of the Company.

                            ARTICLE IV. MISCELLANEOUS

                  4.1.   Termination.   This  Agreement,   and  all  rights  and
obligations of each party hereto,  shall  terminate upon (i) agreement of all of
the Shareholders and the Company, (ii) the voluntary or involuntary  dissolution
of the Company,  (iii) the sale of all or substantially all of the assets of the
Company,  (iv) when either  Shareholder  and its affiliates own less than 25% of
the  shares of Common  Stock  (including  options to  purchase  shares of Common
Stock) owned by such Shareholder on the date of this





                                       -8-


Agreement  (adjusted  accordingly for any stock splits or stock dividends by the
Company after the date hereof) or (v) on the date that Anthony D. Autorino is no
longer the Chief Executive Officer of the Company.

                  4.2.  Further  Assurances.  Each  party  hereto  shall  do and
perform or cause to be done and  performed  all such further acts and things and
shall execute and deliver all such other agreements,  certificates,  instruments
and documents as any other party hereto reasonably may request in order to carry
out  the  intent  and   accomplish  the  purposes  of  this  Agreement  and  the
consummation of the transactions contemplated hereby.

                  4.3. Severability.  If any provision of this Agreement is held
to be illegal,  invalid or unenforceable under any present or future law, and if
the rights or  obligations  of the  parties  under this  Agreement  would not be
materially  and  adversely  affected  thereby,  such  provision  shall  be fully
separable,  and  this  Agreement  shall be  construed  and  enforced  as if such
illegal,  invalid or unenforceable provision had never comprised a part thereof,
the remaining provisions of this Agreement shall remain in full force and effect
and shall not be affected by the illegal,  invalid or unenforceable provision or
by  its  severance  therefrom,   and  in  lieu  of  such  illegal,   invalid  or
unenforceable  provision,  there shall be added  automatically as a part of this
Agreement,  a legal, valid and enforceable provision as similar in terms to such
illegal,  invalid or unenforceable provision as may be possible, and the parties
hereto  request the court or any  arbitrator to whom  disputes  relating to this
Agreement   are  submitted  to  reform  the   otherwise   illegal,   invalid  or
unenforceable provision in accordance with this Section 4.3.

                  4.4.  Entire  Agreement.  This  Agreement  contains the entire
understanding  of the  parties  with  respect to the  transactions  contemplated
hereby and supersede all prior agreements and  understandings,  both written and
oral, among the parties with respect to the subject matter hereof.

                  4.5.  Counterparts.  This  Agreement may be executed in one or
more counterparts,  all of which shall be considered one and the same agreement,
and shall become effective when one or more of the counterparts have been signed
by each party and delivered to the other parties,  it being  understood that all
parties need not sign the same counterpart.

                  4.6. Notices. All notices, consents,  requests,  instructions,
approvals and other  communications  provided for herein shall be validly given,
if in writing and delivered





                                       -9-


personally,  by confirmed  telecopy or sent by registered mail, postage prepaid,
to:

         if to any Shareholder:

                  addressed to such Shareholder at the address set forth
                  opposite such Shareholders' name in Schedule I

         if to the Company:

                  Shared Technologies Inc.
                  100 Great Meadow Road, Suite 104
                  Suite 104
                  Wethersfield, Connecticut  06109
                  Facsimile No.:  (203) 258-2401
                  Attention:  Legal Department

or to such other  address as any party may,  from time to time,  designate  in a
written  notice  given in a like  manner,  and any such notice or  communication
shall be deemed to have been given on the fifth  business  day after the date so
sent, unless actually received earlier.

                  4.7.  Governing Law. THIS  AGREEMENT  SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE  WITH,  AND THE RIGHTS OF THE PARTIES SHALL
BE GOVERNED BY, THE LAWS OF THE STATE OF DELAWARE,  WITHOUT REGARD TO PRINCIPLES
OF CONFLICT OF LAWS.

                  4.8. Specific Performance. Each party hereto acknowledges that
monetary  damages would not  adequately  compensate the other parties hereto for
the  breach  of this  Agreement  and that  this  Agreement  shall  therefore  be
specifically enforceable,  and any breach or threatened breach of this Agreement
shall  be  the  proper  subject  of  a  temporary  or  permanent  injunction  or
restraining  order.  Further,  each  party  hereto  and its  successors,  heirs,
representatives and assigns waive any claim or defense that there is an adequate
remedy at law for such breach or threatened breach.

                  4.9.  Attorney's  Fees. If attorneys'  fees or other costs are
incurred to secure performance of any of the obligations herein provided for, or
to establish damages for the breach thereof,  or to obtain any other appropriate
relief,  whether by way of  prosecution  or  defense,  the  prevailing  party or
parties  shall be  entitled  to  recover  reasonable  attorney's  fees and costs
incurred therein.

                  4.10.  Waiver. No amendment or waiver of any provision of this
Agreement, nor consent to any departure therefrom, shall be effective unless the
same shall be in writing and signed by each





                                      -10-


party  thereto,  and then such waiver or consent  shall be  effective  only in a
specific  instance and for the specific  purpose for which given.  No failure on
the part of a party hereto to exercise,  and no delay in  exercising,  any right
hereunder  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise of any right hereunder  preclude any other or further  exercise thereof
or the exercise of any other right. The remedies  provided in this Agreement are
cumulative and not exclusive of any remedies provided by law.

                  4.11.  Successors and Assigns. This Agreement shall be binding
upon and inure to the  benefit of each party  hereto and his or its  successors,
heirs,  representatives  and permitted assigns.  This Agreement shall be binding
upon and inure to the benefit of each individual  signatory  hereto and his, her
or its respective heirs, personal representatives and assigns, and any receiver,
trustee in bankruptcy or representative of the creditors of each such person.

                  4.12. Person Defined. For purposes of this Agreement, "Person"
means  all  natural  persons,   corporations,   business  trusts,  associations,
companies,  partnerships, joint ventures, and other entities and governments and
agencies and political subdivisions.

                  4.13.   After-Acquired  Shares.  Subject  to  Section  1.1(b),
whenever a  Shareholder  shall  hereafter  acquire  any shares of Common  Stock,
Convertible  Preferred  Stock or rights or options  with respect  thereto,  such
shares so acquired shall be voted in accordance with the terms of Article III of
this  Agreement but shall not otherwise be subject to any of the other terms and
conditions contained herein.





                                      -11-


                  IN WITNESS  WHEREOF,  this  Agreement has been signed by or on
behalf of each of the parties hereto, all as of the date first above written.


                                         SHARED TECHNOLOGIES INC.


                                         By: /s/ Anthony D. Autorino
                                             ---------------------------
                                             Name:
                                             Title:


                                         RHI HOLDINGS, INC.


                                         By: /s/ John C. Flynn
                                             ---------------------------
                                             Name:
                                             Title:


                                          /s/ Anthony D. Autorino
                                         -------------------------------
                                         Anthony D. Autorino





                                   SCHEDULE I


                              List of Shareholders

Common Shareholder and Address Stock - ----------------------- ----- RHI Holdings, Inc. 6,000,000 300 West Service Road P.O. Box 10803 Chantilly, VA 22001 Anthony D. Autorino 786,118 c/o Shared Technologies Inc. 100 Great Meadow Road Suite 104 Wethersfield, CT 06109 Total 6,791,945